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Amazon.Com, Inc. (Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 AMAZON.COM, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Notice of 2020 Annual Meeting of Shareholders & Proxy Statement 9:00 a.m., Pacific Time Wednesday, May 27, 2020 Virtual Meeting Site: www.virtualshareholdermeeting.com/AMZN2020 Table of Contents PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS Date and Time Virtual Meeting Site Wednesday, May 27, 2020 www.virtualshareholdermeeting.com/AMZN2020 9:00 a.m., Pacific Time Items of Business: Our Board of Directors Recommends You Vote: • To elect the ten directors named in the Proxy Statement to serve until the next Annual Meeting of FOR the election of each director Shareholders or until their respective successors are elected and qualified nominee • To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending FOR the ratification of December 31, 2020 the appointment • To conduct an advisory vote to approve our executive compensation FOR approval, on an advisory basis • To approve an amendment to our Restated Certificate of Incorporation to lower the stock ownership FOR approval of the amendment threshold from 30% to 25% for shareholders to request a special meeting to our Restated Certificate of Incorporation • To consider and act upon the shareholder proposals described in the Proxy Statement, if properly AGAINST presented at the Annual Meeting each of the shareholder proposals • To transact such other business as may properly come before the meeting or any adjournment or postponement thereof The Board of Directors has fixed April 2, 2020 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. By Order of the Board of Directors David A. Zapolsky Secretary Seattle, Washington April [•], 2020 Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 27, 2020. The Proxy Statement and our 2019 Annual Report are available at www.proxyvote.com. Table of Contents TABLE OF CONTENTS ANNUAL MEETING INFORMATION 1 General 1 Outstanding Securities and Quorum 1 Internet Availability of Proxy Materials 1 Proxy Voting 2 Voting Standard 3 Revocation 3 Participating in the Annual Meeting 3 ITEM 1—Election of Directors 5 BOARD OF DIRECTORS INFORMATION 5 Biographical Information 6 Director Nominee Tenure, Skills, and Characteristics 11 Corporate Governance 11 Board Meetings and Committees 14 Compensation of Directors 16 ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors 18 AUDITORS 18 Fee Information 18 Pre-Approval Policies and Procedures 19 Audit Committee Report 19 ITEM 3—Advisory Vote to Approve Executive Compensation 21 ITEM 4—Approval of Amendment to Restated Certificate of Incorporation 22 SHAREHOLDER PROPOSALS 23 BENEFICIAL OWNERSHIP OF SHARES 47 EXECUTIVE COMPENSATION 48 Compensation Discussion and Analysis 48 Leadership Development and Compensation Committee Report 53 Summary Compensation Table 54 Grants of Plan-Based Awards 55 Outstanding Equity Awards and Stock Vested 56 Potential Payments Upon Termination of Employment or Change-in-Control 57 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 58 PAY RATIO DISCLOSURE 59 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 59 OTHER INFORMATION 60 This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2019 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. Table of Contents AMAZON.COM, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS To Be Held on Wednesday, May 27, 2020 ANNUAL MEETING INFORMATION General The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual Meeting of Shareholders to be held at 9:00 a.m., Pacific Time, on Wednesday, May 27, 2020, and any adjournment or postponement thereof. We will conduct a virtual online Annual Meeting this year, so our shareholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Annual Meeting for all of our shareholders and reducing the carbon footprint of our activities, and is particularly important for our shareholders, employees, and community this year in light of evolving public health and safety considerations posed by the potential spread of the coronavirus, or COVID-19. Shareholders may view a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/AMZN2020 and may submit questions during the Annual Meeting. Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April [•], 2020. Outstanding Securities and Quorum Only holders of record of our common stock, par value $0.01 per share, at the close of business on April 2, 2020, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had [•] shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting. Internet Availability of Proxy Materials We are furnishing proxy materials to some of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to 2020 Proxy Statement 1 Table of Contents ANNUAL MEETING INFORMATION receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise. We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail. Proxy Voting Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions
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